Common use of Federal Tax Opinion Clause in Contracts

Federal Tax Opinion. Company shall have received the opinion of its counsel, Shearman & Sterling LLP, in form and substance reasonably satisfactory to Company, dated the Closing Date, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion that are consistent with the state of facts existing at the Effective Time, the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering such opinion, counsel may require and rely upon customary representations contained in certificates of officers of Company and Parent.

Federal Tax Opinion. The Company shall have received the opinion of its counselWachtell, Shearman Lipton, Xxxxx & Sterling LLPXxxx, in form and substance reasonably satisfactory to the Company, dated as of the Closing Date, substantially to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion that are consistent with the state of facts existing at the Effective Timeopinion, the Merger will shall qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering such opinion, counsel may require and rely upon customary representations contained in certificates of officers of Company Parent and Parentthe Company, reasonably satisfactory in form and substance to such counsel.

Federal Tax Opinion. The Company shall have received the opinion of its counsel, Shearman Xxxxxxxx & Sterling Xxxxxxxx LLP, in form and substance reasonably satisfactory to the Company, dated as of the Closing Date, substantially to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion that are consistent with the state of facts existing at the Effective Timeopinion, the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering such opinion, counsel may require and rely upon customary representations contained in certificates of officers of Company Parent and Parentthe Company, reasonably satisfactory in form and substance to such counsel.

Federal Tax Opinion. The Company shall have received the opinion of its counsel, Shearman & Sterling Xxxxxxx Procter LLP, in form and substance reasonably satisfactory to the Company, dated the Closing Date, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion that are consistent with the state of facts existing at the Effective Time, the Merger will qualify be treated as a “reorganization” reorganization within the meaning of Section 368(a) of the Code. In rendering such opinion, counsel may require and rely upon customary representations contained in certificates of officers of the Company and Parent.

Federal Tax Opinion. The Company shall have received the a written opinion of its counselLxxx Xxxxxx, Shearman & Sterling LLP, PC in form and substance reasonably satisfactory to the Company, dated as of the Closing Date, substantially to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion that are consistent with the state of facts existing at the Effective Timeopinion, the Merger will shall qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering such opinion, counsel may require and rely upon customary representations contained in certificates of officers of Company Parent and Parentthe Company, reasonably satisfactory in form and substance to such counsel.

Federal Tax Opinion. Company shall have received the opinion of its counsel, Shearman Wachtell, Lipton, Xxxxx & Sterling LLPXxxx, in form and substance reasonably satisfactory to Company, dated the Closing Date, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion that are consistent with the state of facts existing at the Effective Time, the Merger will qualify be treated as a “reorganization” reorganization within the meaning of Section 368(a) of the Code. In rendering such opinion, counsel may require and rely upon customary representations contained in certificates of officers of Company and Parent.